SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 17, 2017
RPM INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
2628 Pearl Road, P.O. Box 777,
Registrants telephone number, including area code: (330)
name or former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Retirement of Dr. Jerry Sue Thornton from the Board of Directors
On July 17, 2017, Dr. Jerry Sue Thornton, a Director of RPM International Inc. (the Company) since 1999, advised the Company that
she will retire from the Companys Board of Directors (the Board) effective as of July 18, 2017.
Appointment of Julie A. Lagacy to
the Board of Directors
On July 18, 2017, the Board appointed Julie A. Lagacy to Class III of the Board. Ms. Lagacy replaces Dr.
Jerry Sue Thornton, who retired from the Board effective on July 18, 2017. Ms. Lagacys term will expire at the Companys Annual Meeting of Stockholders on October 5, 2017 (the 2017 Annual Meeting), at which time she will stand
for re-election to the Board by the Companys stockholders. She will serve on the Boards Audit Committee. Ms. Lagacy is the Vice President of Global Information Services and Chief Information Officer of Caterpillar Inc. (NYSE: CAT).
Ms. Lagacys compensation for her service as a director will be consistent with that of the Companys other directors who are not
employees or consultants of the Company, as described in the Companys definitive proxy statement filed with the Securities and Exchange Commission on August 24, 2016 under the caption Director Compensation, which portion of such
proxy statement is incorporated herein by reference.
In connection with her appointment as a director, the Company and Ms. Lagacy entered
into an indemnification agreement effective as of July 18, 2017. The indemnification agreement is the same as the indemnification agreements the Company has entered into with each of its directors and executive officers. The indemnification
agreement requires the Company to indemnify Ms. Lagacy to the fullest extent permitted by law against all expenses, judgments, settlements, fines and penalties, actually and reasonably incurred in the defense or settlement of any civil, criminal,
administrative or investigative action brought against her by reason of her relationship with the Company, including third-party claims and proceedings brought by or in the right of the Company, subject to certain exceptions. The rights provided to
Ms. Lagacy under the indemnification agreement are in addition to any other rights she may be entitled to under the Companys Amended and Restated Certificate of Incorporation or Amended and Restated By-laws, the General Corporation Law of the
State of Delaware or otherwise. The description of the indemnification agreement set forth in this Item 5.02 is not complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement. The form of
indemnification agreement between the Company and each of its directors and executive officers was filed as Exhibit 10.14 to the Companys Quarterly Report on Form 10-Q for the quarter ended November 30, 2002 and is incorporated herein by
There are no arrangements or understandings between Ms. Lagacy and any other persons pursuant to which Ms. Lagacy was selected
as a director. There have been no transactions involving the Company or any of its subsidiaries in which Ms. Lagacy has or will have a direct or indirect material interest that are required to be disclosed by Item 404(a) of Regulation S-K.
On July 18, 2017, the Company issued a press release
announcing Dr. Thorntons retirement from the Board, and Ms. Lagacys appointment to the Board. The press release also announced that Robert A. Livingston, President and Chief Executive Officer of Dover Corporation, has been nominated as a
director candidate for election to the Board at the 2017 Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and furnished herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
RPM International Inc.
Date July 18, 2017
/s/ Edward W. Moore
Edward W. Moore
Senior Vice President, General Counsel and
Chief Compliance Officer
Julie A. Lagacy Named to RPM Board of Directors;
Robert A. Livingston Nominated to Join RPM Board in October 2017;
Dr. Jerry Sue Thornton Retires from Board
MEDINA, Ohio July 18, 2017 RPM International Inc. (NYSE: RPM) today announced that it has appointed Julie A. Lagacy to its board of
directors effective immediately, and has nominated Robert A. Livingston as a director candidate for election to the board at RPMs annual stockholders meeting on October 5, 2017. Lagacy is vice president of global information
services and chief information officer at Caterpillar Inc., and Livingston is president and CEO of Dover Corporation.
Lagacy replaces Dr. Jerry Sue
Thornton, who retired from the RPM board today after nearly 18 years of service. Thornton is the retired president of Cuyahoga Community College, a position she held from 1992 to 2013. Jerry Sue brought tremendous perspectives on leadership,
management and community engagement to RPM, and I am grateful for her thoughtful guidance. During her tenure with RPM, sales grew from $1.7 billion in 1999 to approximately $5 billion today. Our shareholders were rewarded with an annual
dividend that increased from $0.465 per share to $1.20 per
share during that timeframe, stated Frank C. Sullivan, RPM chairman and CEO.
is a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives with 2016 sales and revenues of $38.5 billion. It is publicly traded on the New York Stock Exchange
(NYSE). Lagacy joined Caterpillar in 1988 and has held management positions as product and commercial manager, human resources manager, chief financial officer of its Global Mining Division and vice president of the Finance Services Division. She
has served in her current role as vice president of global information services and chief information officer since 2014. Lagacy earned dual bachelors degrees in management and economics from Illinois State University, an MBA degree from
Bradley University and is a certified management accountant.
Dover is a diversified global manufacturer with annual revenues exceeding $7 billion.
It is publicly traded on the NYSE and has 29,000 employees worldwide. Dover provides equipment and components, specialty systems, software and digital solutions, and support services in the energy, engineered systems, fluids, and refrigeration and
food equipment markets. Livingston joined Dover in 1983 when it acquired K&L Microwave, where he served as vice president of finance. He went on to hold management positions of increasing responsibility with several Dover business units,
including serving as president and CEO of Dover Electronics, Inc. and Dover Engineered Systems, Inc. He was promoted to his current position as president and CEO of Dover Corporation in 2008. Livingston received a bachelors degree in business
administration from Salisbury University.
Julie and Bob have extensive experience in management, finance, strategy, technology, acquisitions and
capital allocation. I welcome the innovative ideas and perspectives that they will bring to drive RPMs growth and value for our stockholders, stated Sullivan.
Lagacy Named to RPM Board; Livingston Nominated; Thorton Retires
July 18, 2017
RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services across three segments.
RPMs industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and other construction chemicals. Industrial companies include Stonhard, Tremco, illbruck, Carboline, Flowcrete, Euclid Chemical and RPM
Belgium Vandex. RPMs consumer products are used by professionals and do-it-yourselfers for home maintenance and improvement and by hobbyists. Consumer brands
include Rust-Oleum, DAP, Zinsser, Varathane and Testors. RPMs specialty products include industrial cleaners, colorants, exterior finishes, specialty OEM coatings, edible coatings, restoration services equipment and specialty glazes for the
pharmaceutical and food industries. Specialty segment companies include Day-Glo, Dryvit, RPM Wood Finishes, Mantrose-Haeuser, Legend Brands, Kop-Coat and TCI. Additional
details can be found at www.rpminc.com and by following RPM on Twitter at www.twitter.com/RPMintl.
For more information, contact Barry M. Slifstein, vice
president investor relations, at 330-273-5090 or firstname.lastname@example.org.
This press release contains forward-looking statements relating to our business. These forward-looking statements, or other statements made by us,
are made based on our expectations and beliefs concerning future events impacting us, and are subject to uncertainties and factors (including those specified below) which are difficult to predict and, in many instances, are beyond our control. As a
result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global markets and general economic conditions, including uncertainties
surrounding the volatility in financial markets, the availability of capital and the effect of changes in interest rates, and the viability of banks and other financial institutions; (b) the prices, supply and capacity of raw materials,
including assorted pigments, resins, solvents and other natural gas- and oil-based materials; packaging, including plastic containers; and transportation services,
including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our construction and chemicals businesses and risks related to the adequacy of our insurance coverage for
such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) the effect of non-currency risks of
investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (h) risks and uncertainties associated with our ongoing acquisition and
divestiture activities; (i) risks related to the adequacy of our contingent liability reserves; and (j) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Annual
Report on Form 10-K for the year ended May 31, 2016, as the same may be updated from time to time. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect
future events, information or circumstances that arise after the date of this release.
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RPM International Inc. (NYSE: RPM) owns subsidiaries that are world leaders in coatings, sealants, building materials and related services. From homes to precious landmarks worldwide, their brands are trusted by consumers and professionals alike to protect, improve and beautify. Among its leading consumer brands are Rust-Oleum, DAP and Zinsser. Learn more about RPM brands >>
RPM is a compelling long-term investment.
The percent by which RPM's 10-year total return has bested the S&P 500. More reasons >>
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